Reglst•red Charlty Number. 1086829 Reglstsred Company Numb•r: 4193948 THE DEAN CLOSE FOUNDATION ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2021 THE DEAN CLOSE FOUNDATION CONTENTS FOR THE YEAR ENDED 31 AUGUST 2021 REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2021 Page Trustees, arKI advisers Reptri of the Trustees 4-17 IrKlependent Auditorfs Rep￿￿t 18-21 Consdidated statement of fina￿la1 xtpiibes 22 Bala￿e sheets 23 Consdidated cash fl(￿ statement 24 Notes to the fina￿al State￿nts 25-50 ' THE DEAN CLOSE FOUNDATION TRUSTEES, OFFICERS AND ADVISERS FOR THE YEAR ENDED 31 AUGUST 2021 The ThrKtors of the Company, who are referred to throughout these finar￿la1 statem&nls as the Trnslees, are Ilsled behy4V. along with the Members of the Company and the main subn. including the provision of schooling for children based firmty upon Christian evangelul principles and the provis￿ of assistance with the resources available lo the Foundat￿ ￿ the edUcatm￿ of children with parents of limited resources. The Charity also has various restricted reserv8s enabling it to award r￿jest scholarships, bursaries and prizes. as well as a nur￿eT of un-endowed trust fuThJs hekl for wial purposes in connection with the development of the FouTrJalion's fa￿1411&5. MISS￿ statement The Charity's misston is to provide the necessary educatton and aprffopriale trainiThJ to enable chlldren and young people lo flourish arml to achieve their FQtential as individuals. and thereby to ensure that as adu5ts tw will be confident and swcessful members of society arKI eff￿lIve conlribulors to il. Intended impact Within its charitabte objects. the Charitys intention is to first dass chiklcare in our nurserie$ and a first-class education through strcKo academ￿ turt#)n and by developing broader skills that enable every pupil to realise his or potential to the full. This involves eryhasis on ctrcurricular activities through academic. sportirg, artist￿, team building and scKial skills. as well as encouraging spiritual awareness and self-refleclion. This approach builds self-confyjence and life skills in our pu￿ts and inculcates a desre to leam and a willingness to contribute to the w#ler commnty whiLst at SCI￿1 arml in later lrfe. Aims The aim of the Charity is to wovK4e higfvqualty education ¢are fc* day and boar(Jing pupils from Nursery (age approximately 6 months) to Upptr Sixlh level118 years). During the year under review, this wa$ carried out by 5 nursenes and 4 school$ operab'ng in Chellenham, Gloucester, Chepstow and Newport. The nurseries and s¢hcol$ We overseen iointty by the Trustees. through the Warden ICEOI and Bursar. Most of the children from Dean Ck)se Ftreparalns and replaCe￿￿ts arloss all sites. An ir￿TraSe lo the number of biGycle starbts to further e￿Urage Staff aThJ pupils lo cycle to school where wactical. A summary ol key data is as folu￿. 2021 2020 UK energy use {kWhl 8,165.172 6.161.872 Associated Greenhouse gas emissions Tonnes C02 uivalent Intensity rath) (Emissions w FTE) 1.554 1.225 UK energy use covers the use of nalural gas for heatiry aTrJ ¢￿kIng and eleclricity for heatlng and I￿3hting across all entities of the Dean Cbse Foundat￿. Assoch3led green￿uSe gases have been calculated using the Gov.uk conversion 2021 conversion tables using 0.18386 per kwh for natural gas and 0.21233 per kwh of electriGity in each reporting year. The lower energy use and associated Greenhouse gas emissions in 2020 is due to the school siles beiThJ ck)sed duriThJ part of 2020 due to the COVID Ictkdown. Grant￿m9￿ng policy Trustees are committed lo broadening access to t)ean Close by offerfng rnans-tested bursarie5 based on an assessment of financial need lo pupils wfN)se parenlslguardians are unable lo pay the full fees. All bursaries are means4ested annualty and have a value of up to 1(Kl% of the fees. This year, the value of means-lesled bursaries. dergy and Arn￿d Swices awards and other concessionary fe8s was £3.06m12020: £2.79ml. wtlh a further £1.3m {2020: £1.22m) awarded in the forrn of scholarships and exhibiliorts. The FOUndatK￿,S is to widen access to Dean Cbse to all sectors of the community by woviding assistance with up to 11)0% of scfwl fees for deserving children and to relieve hardship where an exisliTrJ pupil's education and future prttspects may otherwise be al risk. Fundraising continues to ovide major awards. krthvn a$ FoundatM)n Awards arKI the Sc￿1 extremety grateful to and thanks donors for their SUPFMXt. Scholarships were made available to entrants aged 11, 13 and 16 tor cAtstsThJing ability in ￿adeMiC work. music. art. sport and drama. Such awards are generalty limited to a maxinwm of 20% of the school fees for any individual. Mirw awards were also extended to a small numbw of children entering the Preparatory School at age 7. Fundraising perfomiance Donations. gifts aThJ legacies totamed £578.950 in the year (2020: £105,622). of which £575.945 were for restricted purposes. Further details c0￿ming ￿$tr￿l&l donations are included in Note 17b lo the Financial Statements. The increase is attributab￿ to a numbtr of sBJn1r￿anI donations receNed in aid of funding the Academic Quad Redevelopmenl lo (xeate a Mathemalrs and Econom￿S/BUsinesS centre al the Senior School which was opened in September 2021. The Trustees wish lo record their thanks for the many kind aThJ generous donations received throughout year, Wittr￿t which thts and other initiatives would have either been delayed or not been possible. Fundraising is overseen by the DevelOp￿Ent Corn￿￿ttee which is chaired ty a Trustee and includes other Trustees. The Development department carries out day to day fundraising tasks assisted by an exlemal Consultant. Particular attention continues to be given lo the management of dats and the protection of vulnerable people. The Foundation has had no complaints aL￿ul its fvndraising activities this year. THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2021 (CONTINUED Inveslmgntpowers, pdKy 8ndperfomian¢e The Trustees, rA7•Yers for the investment of ils cwate funds are set out in Ihe Articles of Assocrdlion and are, subject to statutory reqU￿Ments. broadty equivalent lo Ih)s6 of an in(Jrvidual beneficial owner. For the investrnent of Ihe trust fuThJ$ that11 administers. the FouThJalM)n is subject to the Trustee Act 2(h)o. The Tru$lees' pollcy is to obtain a relum of ca￿tal gain arKI reinvested dividends on the invested funds al a suitable benchmark. therety enhancing the FOundat#￿'S atylity to provide schOl￿thips, bursari8s aTrJ prizes in fvlure years and preservirvJ the capital value of the undertying investments. The Charl￿$ investment kKrftfolio is managed on a disCret￿ry basis und6Y an agreed sel of lr)vestw￿nt parameters that are stated in the Foundation's Investmenl Polw. PortfolK) perf0m￿nCe is rewted term against an agreed benchmark aThJ the Foundation's Inveslmenl Manaw provhjes sIx-rr￿1hIY briefings to the Finance General Purpose Comrnittee whth include detailed anatysis of the portfOl￿'S performance, overviews of market conditM)ns arKJ his Strateg￿ approach to (*>taining an (ptimal return on the Charity's investments. At the year end the Group's lorvJ term investrnenls totalled £3.38m {2020: £2.86ml. The overall total investment relum over the year was 18.1% {2020.' 2.2%) which refiected an excellent result aided by rising wodd strKk markets. Res8N8s level andpc4Ky The Charivs E￿icY is lo invest in p￿rnIses and equipment to support the business and eduCat￿n requirements of the Charity. while ensuring adequate financitvj of day-to-day operalional need$ and the maintenance of adequate reserves to meet any contingencies as they arise. Therefore retained Surpluses are nol held as free reseryes, twl are normalty ulilised for imFYovements to the Charity's facilities. Thi$ policy is supported by extemal rinar￿lng as arKI when n￿O$sary whth is alkcated lo Specif￿ capital proi¢¢ts. The Group's total reserves of £18.04m (2020.. £17.36m} at the year end ￿cluded £0.53m12020: £0.55ml endowment capital. £0.76m (2020: £0.27m} unspent reStr￿ted fu￿15 and £16.75m 12020: £16.54ml unrestricted funds. £25.35m 1£21.64m) of this rerffesented the net bC￿k value of r￿ed a$$ets less associaled lorvJ term funding arrang8ments. leaving free reserves of ne9atNe £8.6m12020: negative £5.1 ml at the year end. R8sources The Charity has at its disposal ur￿851T￿ted lun(ts which are invested by Rathtrf)ne Inve$lnknt Management In a broad portfol￿ of bonds. equities and &ish. as disclosed ￿ note 11. The Chanty has a rna￿ bank overdraft knlty of £3m to Serv￿ workiTrJ capital reql￿reMentS. The bank loan facility has been ulilised as planned to Fyovide fundin9 to ddiver orvJoiThJ capital developments whth form part of the overall strateg￿ Pian. The Charty's corporate and trust funds all have suffi'cient reali$able assets apwopriale to meet their respective oblvJation5. 1A THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2021 (CONTINUED) FUTURE PLANS OF THE DEAN CLOSE FOUNDATION The Charity's strateg￿ Plan sets out the Dean Close values. ¥ish)n and ethos. The P￿n L8 buirt around four pillais.. Educational excellence Financial sustainablty Employee engagement Partnership cc41aboration Around these pillars, the plan establishes mwjium to Iry¥J-tem aims, whth are: To cement aThJ sustain the FOUndat￿'S stroro &adeffK reputation while avomling sewlon based on academic grounds alone: To remain a flourishing. co-edLKational comftwnty for faffilles. with excelknt boarding and day facilities and excellent childcare supFM)rt in ils nurseries: To continue to devek)p excellent relationships parents and fanxlw arKI to provKle the highest possible standards of pastoral and lutorial support: TO 5U$tain a repUta￿n excelerre in the cr8ati¥e arvj perfryming arts arKI in sport; To continue to develop th8 work of the Chatdain aThJ the chaplairw team. deveW'ThJ young Ct*istian leaders and promotirvj spiritual development: To maintain and increase pupil numbws ttwhout the Foundation. particubrty at Dean Close St John's School and in t*)arding: To Continue the growlh in eamings of Dean Close Ser¥￿es Limrf(od arKI Dean Close Nurseries Limited. in order to invest those eamings in fath"liti"es a¢ross the Foundation" To be excellent e￿o￿yers. recruiting, traniry and devek)png outstanding staff., To develop and sustain partnersh¥>s with other cKganisatiorts. I￿lly. natK)nalty and intemal￿na1ly. and To conliwe to develop ¢Thnrnunty acte35 lo the FwrKlation's facTrlities and to widen access to indeperKlent educat*Jn through the provisK)n ar￿ active promotion of rneans-tested bursaries. The Develop￿Ent Board oversees furnlraising activty tuwards our Ihree major campaign objectlves: campus, Cornw￿￿1ty arKI currKuI￿. Campus - to renew the academic heart of Dean Close S¢hcol. ¢reatir@ innovatrrfe and •xciting teaching spaces with an emphasis on preparalion for modem working lrfe. Community to establish a long twm 8ndThM￿nt supporting FourKiation Awards, which are transformall￿al bursarie$ for deservffj arKI talented pupils. Curriculum to 8slabli%h a ojrriculum through all the age groups which 8mphasi8es Skllls for the Future, indudin9 links wth industy through parents, alumni and thal partners. FINANCIAL STATEMENTS The fina￿la1 statemenis on pages 22 to SO have been w¢par¢d in a¢¢tydan¢e with the Charities Statement of Re¢ommended Practre FRS 102. THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2021 (CONTINUED) KEY ITEMS IN THE STATEMENT OF FINANCIAL ACTMTIES ReStr￿ted IncLMY* comwses dNidend ino)me frorn invest￿nts. rental irKomg and donath)ns. The endowed reseNe contains the unanKx1ised tx)riion of the Arts c￿[￿11 Grant made for the construction of the Musi¢ Schl￿1 in 1997. The FoundatKtrn's non-charitable trading I￿ude$ the folbwing activities of Dean Close SeNices Limited: the oPerat￿n of the Bacon Theatre, lellings of certain parts of the Charity's property lo provide access external groups lo sporting, music. drarna and other facilities. tCMJether with incom8 from the School Shops. The Foundation has continued to develop a range of owned and managed sports and education81 offwings includiThJ a Residential Language Course at Dean Close Sl John's School, an Easter Revision c¢JJrse and ¥ar￿uS Dean Close branded stwyts camps. whi¢h are operated through Dean Close SeNices Limited. The management of the chiklren's day nursgries is undertaken through Dean Close Nurseries Limited. All surplus income of the tradiry substdraries is used f¢y the purposes of the Charity. As previousty reF*J1ed, the global COVIO-19 parvjern￿ arKI re5u1kn.ng travel restrictk)ns has had a significant Impact on the resulls of Dean Ck)se s￿v￿e$ Limrted. PUBLIC BENEFIT Direct Public Benefrt indudes means test&J bursaries and grants made io existing and new families. Trustees are committed to broadening access to Dean Ckjse by offering means-tested bursaries lo pupils whose parents I guardians are unable to pay the full fees. Al bursaries are means-tested annualty and have 8 value of up to 100% of tt18 fees. The Foundat#)n also has a scheme thal helps mili* families with their Bursartes can range from 5% 10 of the sctrNxl fee. On (t¢asions vthere certain students are s81ected for certain extracurricular ArtslDramalSF#Yt trips but where the cost afone kyecludes their participation we eAn relieve that finan￿al burden in certain circumstances. The Charity does not have a large endowment and theref￿e the Trustees are ￿1ndIvI. when bursaries are provided. that there remains a fair balance overall be￿een Ih)se benefrttirvJ frcffj bursaries and fvll fee-paying parents. many of whom make significant personal sacrif￿eS to fund th￿r children's educatw)n. FundraiSi￿j ¢ontinues to Fyovide an endowment to Support Foundation Awards and lrfe-changing bursaries for pupils from families of modest means. Foundationers. supported by doncrfs from Ihe Old D￿an￿1n c(ynnwnty. former parents and other individuals. continue their ed￿atIon al the senmy school a￿1 these talented and deserviThJ indNiduaFs would never have been able to cortsider independent schooling without these transf0M￿li0nal awards. The Foundation al￿ts lo iruease the numbw of FourKlationws lo 20 over th8 coming 10 years. IrKJirect Public Benefit includes the use of fa￿litieS such as the 8acon Theatre and sports facilities which, from lime lo time. are let on a red￿ed cost to l(xal groups or groups where their educational or artistic value is hvJhty regarded in educat#)nal terw6. The FoundatK)n also invites thal kyeparatw schools, junior schools and nurseries to benefit from FoTesl School. arKI from events s￿h as sports skills days, choral and chestr81 days. aThJ science days. Local children also have the opwtunty to attend Ihealre W￿ShopS and plays. Facilrties are also made available to educat￿)nal groups. and have. exaryle. hosted at no charge GIoLWtershKe Earty Years meetings in the Pre-Prep hall with teach8rs from schools across Chellenham. The Trustees conf*m that they have conwied with their duty in SectKJn 4 of the Charib'es Act 2011 to hav8 due regard to the publ￿ benefit gubjance pubii8h&J by the Charity Comff¥ssion for Eng￿nd and Wales. PARTNERSHIPS Partnership activty in the Dean Close Foundation opwates C￿ levels.. kxalty. regionally. nalwjnally and temabonalty. Locally. il ha$ many partnerships with wmary schools arKI their pupils attended concerts. plays, SFWNts Skills and Ccrfnmunity A£tion days. and Forest Schcol at DCSJ, DCPS and DCS or hosted assemblies led ty DCS pupils. The Chemenham EducalM)n Partnership (CEP) has ¢ontinued lo gain considerable mmentum desiNte the pandem￿. Thwe are many regional partnership links In Gloucestershire aThJ the South West for Sk*Nt. business. chapiairry arKI music. National links are with academic rKganisalior*. the C￿7￿ Schools. Assctiation. and TISCK Finalty, inlemalional partnershlps have been disrupted but the Foundation remains committed to schfy)Is in U9anda and China. 1R ' THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2021 CONTINUED AUDITOR The auditor, Crowe U.K. LLP, have iThJicated their willingness to continue In this role. In accordance wSth Section 435 of the compan￿ Act 2006, a lender prccess for tho next 5 years of audit will be undertaken in eaTty 2022. The Annual Re￿t of th8 Trustees and ir￿aled strateg￿ Report were approved by the Board on 4 December 2021 arbj signed on rls behaff by Kathryn Carden Chalrman of Trusteos THE DEAN CLOSE FOUNDATION INDEPENDENT AUDrroR'S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION Oplnlon We have au(tited the finarrti81 statements of The Dean Cbs8 Foundation the year ended 31 August 2021 which comprise the consolidated statement of financial activths. the consolidaled and ¢harity balance $heet$. the cons(Aid8ted cash flow statement and notes to the financial slatements. induding a summary of Significant accounting policies. The ffina￿al re￿t1Th3 frarnework that has applied in their preparatpJn is applicable law United Kiryth)m Accounting Standards, induding Financial Reporting Stsndard 102 The Financial ReportirYJ Standard applicable in the UK a￿1 Republ￿ of lTrland (Unrted KI￿OM General Ae¢epted Accounting Practice). In our opinion the financial ststements: gr4e a Irue and fair view of the state of the group's and the charitable companvs affairs as at 31 August 2021 atwj of the group's incomiThJ resources arwj applration of resour￿. including its Income and expenditure for the year then ended; have been woperty wepared in acc(xdan¢e with UrMt&J Kingdom Generally Accepted Accounting Pract￿e- and have been wep¥ed in with the rwJuir8ments of the Conyjanies Act 2006. Basis for oplnlon We conducted our a￿lIt in acccKdarte with IntematK￿aI Standards on Auditing (UK) IISAS IUK}l and applicable law. Our responsibilrbes urKJtr IIKK8e slarxlards are further described in the Auditor's responsibilities fcff the audit of the finar¢ial statements Sect￿ of our ram. We are iThYependent of the group in accordance with the eth￿1 requrements that are relevant to our audit of the fi'nancial statements in the UK, including the FRC'S Ethical Standard. and we have fu￿lled cmjr other ethical responsibilities in accordance with these Tequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to wovKle a basis okNnk)n. Concluslons r•laUng Io golng concom In auditing thg financrdl Staleft￿￿. we have cond￿Jed that the trustee's use of thg going ¢on¢¥n basis of aC￿Unting in the preparation of the finarKial statements is apFwiate. Based on the th w8 have perfwmed. we havo Th)t identrfied any material u￿ertaIntseS relating lo events or conditions thal. irKlIv￿UaIty or ¢olle¢tivety. may cast sKJnfficanl doubt on the charitable company's ability to continue as a going concem a period of at least Iwefve from when the financial statements are aulhorise¢J IOT Issue. Our responsibilities and the responsibilities of the trusle8S With respect to gcing cor£em are degcrlbed In the relevant sectK)ns of this repjl. Other infomiation The Iruslees are respO￿lbIe ts the othtr lntsma1K￿ contained within the annual repcwt. The other information comprises the informatK)n Includ￿ in the annual retK)rt. other than the financial statements aTr our audilorfs reFth Ihereon. Our opinion on the fina￿la1 statements does cover the other information and, except lo the extent othwwise explolty staled in our retKvl. we not exw8ss any form of assurance on thereon. Our reswnsibility is lo read the other Informat￿)n and. in dtyng so. consider whether the other information is materially inconsislenl wlh the financial staterrents or our kntr•Aedge ci)lained in the audit or otherwise appears to be materially misstated. If we such material inconststencies or apparent material misstatements, we are required to determine whether this gNes rise to a material misstatement in the financial stalemenls themsefves. If. based on the work we have P￿f￿￿d. we corKlude thal there is matwlal misstslemenl of this other information. we are required to repxt that fact. We have n¢)thing lo r¢w1 in thi$ regard. 1A THE DEAN CLOSE FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION (coKllNUED) Oplnlons on other mattern pre•crlbed by th• Companl•s Act 2006 In our oplnion bas&J on the work undertaken in Ihe ¢ourse of our audrf( the InforMa￿n given in Ihe trustees. reFth, whth ￿clUdeS Ihe directors. report and the strategiG report prepared for the purposes of company law. fc* the financhql year for whi¢h the financial statements are wepared is cortsislent with the financial stslements.. and the strategic rewwt arml the dir￿t￿$. irtluded wrthin the trustees, report have b8en wepared in accordarte wtth applic8trAe legal ￿]Uirements. Matters on whlch we are roqulrod to report by exceptlon In light of the knowledge and urKlerstaThling of the group and the thafilable compary and their environment obtained in the course of the audit. we have r￿t identsfied material mi5Statements in the strategic report cf th8 directors. report induded within the trustees. rewl. In light of the knowl8Jge and understanding of the ¢haritable company and thwr environm8nl obtained in the course of the audit, we have not idenlffied material rnisstatem8nts in the slrategK report or the directors, reptyt induded within the trustees, rewt. We have nothing lo reFQrt in respect of the folknvirvJ matters in relatron to whith the Companie$ Act 2006 requires us to report to you rf. in our opinM)n: the parent ¢onyany has not kept adequate accounlirvJ rec(Yds; or the parent conyny finarKial 5tstements are not Ni aweerrth with the accounting records and retums: or certain discklsures of Irustees. remuneration specffied by law are not made.. or we have rKJt recerrfed all the inf(¥mat￿n aTrJ explanatiorts we require fly 0￿ a￿jIt. R•sponslbllltl•s of trust••• As explained n￿re fulty in the trustees, resFM)nsibillt￿ statement on page 9. the trustees (who are also the directors of the charitable company for the purFoses of coffwny Law) are reSE￿i51bIe for the preparation of the financial statements and for being Satssf￿ that they gNe a true and fair view. and for Such internal control as the Iruslees deternNne is necessary to ena￿e the preparatM￿ of financial statements that are free from material misstatement. whether due to fraud or error. In preparfng the financial statements, the trustees are r8sponsible for assessing the charitable compary'$ ability to Continue as a going concem. discknsiry. as appI￿able. matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the ¢haritable company or to cease Operatior￿. or have no realist￿ altemative txrt to do so. Audltor's respons1bll1tl￿ for th• audlt of th• Iln4ncl•l st•l•monts Our objectives are to obtain reasonable aSSUra￿e aLM)ut whether the fina￿181 statements as a wtrth)le are free froffl material misstatement. whether due to fraud cf error. and lo issue an auditor's report that i￿ludeS our opinion. Reasonable assurance is a high level of assurance. but is not a guarantee that an audit conducted in aCCordar￿e with ISAS (UK) will always delect a material misstatement when it exists. Misstatements can arise from fraud cy error and are consKlwed material rf. individually or in the aggregate, they could reasonaW be expected lo innuenee the ￿OrK)MIC decisK)ns of users taken on the basis of these financlal statements. THE DEAN CLOSE FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION (CONTINUED) Ext•nt lo whlch th• audlt was consldered capable of detecdng Irrogularltles, Includlng fraud Irregularities. induding fraud. are instances of non-compliance wth laws and regulations. We desb3n procedures in line with our res￿n$1￿1rtW. outlined atfv)ve. to delect material misstatements in respe￿ ol irregularities. induding fraud. The exlenl lo whlth our tKctedures are capable of de￿tIng *rtr3ularities. inC￿ding fraud 15 detailed bdow". We obtained an understanding of the legal and regulal(ry frameworks within which the charity and group operates, fccusing on those laws and regulalKfyrts that have a direct effect on the detemiination of material atTh)unts and disdosures in the financial statements. The laws and regulations we C￿sIdered in this context were the Charities Act 2011, together wilh the Charities SORP {FRS 1021. We assessed the required compliance with these laws and iegulations as part of our audit procedures on the related fInar￿la1 statement items. In athjition. we ¢onsidwed ￿l$lOr￿ of cther laws and regulalions that do not have a drect èff8ct on the financial 5talemenls but compliar￿ with which mwjht be fundamenlal to the charity's and the group's ability to operate or lo avoid a material penalty- We also considered the opp(￿tUnitIeS and incentives that may exist wilhin the Charital￿e Company the group for fraud. The laws and regulat￿n$ we considered in this conlexl ￿ the UK Operat￿ were Th8 EdL￿allOn Ilr¥Jependent School Stsndard$) Regulatlons 2014. Auditing stsndards limit the required a￿Jit [￿￿edureS lo ¥Jentrfy non-¢ompllance with these laws and regulations lo enquiry of trustees and other managewEnt arn1 irtsp*)n of regUL9t￿ and legal Cor￿P0nde1￿e. rf any. We Klentffjed the greatest risk of matertal impact on the finartial statements from irregularlties. includirvj fraud. to be W￿1h the completeness and accuracy of r￿)n-fee income. and the override of controls by management. Our audil wocedures to resF*yKJ to these ri8ks i￿luded enqu￿eS of management, the bursar and the Finance & General Purwse Committee about ther own wJentifical*)n and assessment of the risks of regularities. SaM￿e leslirg on the posting of purnals. revthving acc￿nting estimates for biases, designing audit prC￿edureS over non-fee irKome, reviewiThJ regulatory correspondence with the Charity Commissi)n. Independent SCho￿s Inspectorate, ofsled arKI readir#J minutes of meetings of those charged with govemance. Ow¥￿ to the inherert limitatic￿ of an audit. there is an unav(Mdable risk that we may not have dele¢ted some material misslalements in the finartial statements. even though we have properly planned and performed our audit in acC{￿dance wrlh auditing staThJards. For example. the further removed r￿n- compliance with laws ar¥J regulalKJns {l￿egulan￿'e$> is from the events and transactions reflected in the financial statements, the 18ss likety the inherently IIMrt￿ procedures r4uired ty audiliTrJ standards would identrfy r(. In addition, as with any audit. there remained a hgher risk of non-deteclion of irregularities, as these may invofve oJlusion, ftxgery, intent*)nal omisshyts. mlsreFffesentat￿s, or the 0¥￿Ide of intemal controls. We are r¥)t responsible ftr preventing arml cannot be expected to detect non- compliance with all laws and regulations. A further description of our responsibilili8s fty Ihe audil of the finartial statements is availabl8 on the Financial Repc¥ting Council's webstte at: www.fre.o .uklaudilorsres nsibilities. This description forms part of our a￿JItOr'S rewYL ?n ' THE DEAN CLOSE FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION (CONTINUED) Uso of our roport This re￿rt is made 801ety to tho chwtablo ¢rynPan￿S men*rns. as a b(Mty. n acc(Xda￿> with Ch8*w 3 01 Part 16 of Ihe Companies Act 2006. Our a(KJit work has tttn undertaken so that we might state lo the charitable ¢orrpany'$ memtws thos¢ matters we are r4uir&J io state to in an aUdI￿S report arKJ ft ) other purposé. To the fullesl extent pemrtted by law. we do ￿1 yt ty a$sUn￿ responsi￿.lIty to anyone other than the Charilable Company arnl the thanlable Qywan￿$ ￿MberS a5 a for ow audit work, for th￿ rer*xL tx f(* the O￿n￿n$ we have fonred. Guy Bwgin SenKff SlatLfjlory Audit For and on behall of Crowe U.K. LLP Statutory Audit 4th Floor, Sl James House Sl James Square Cheltenham Gbuceslershire GL50 3PR Dale: 10 January 2022 ?1 THE DEAN CLOSE FOUNDATION CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 AUGUST 2021 Inco a consolldalod Incomo and dltur• account Unrnstrlcted Roslrf¢t¢d Endowed funds funds funds 2021 2021 2021 Total 2021 Total 2020 Income Irom.. Charltable actlvllles School fees receNable Ancillary trading incom8 Govemment grant income Other tradlng adlvltlwJ Non-ancillary trading incow Investments Investment income Bank and other interest Volunlary sources Grants and donatrjns 20,067.790 261,817 231.398 20.067.790 261.817 231.398 18.131.815 256.362 1.155.464 4.037.285 4,037,285 3.293.245 11(¢) 63.878 18.699 35.617 99.495 18,699 .648 31.876 3.005 575.945 578,950 105,622 Tolal Incomlng rosourcos 24.683.872 611.562 25,295.434 23,065.032 Expendlturn on: Ralslng funds Non-ancillary tradirb3 Financing costs Investment management Fundraising and devdopment 3.274.058 284,242 21.325 76,073 3.274.058 284.242 22.004 76.073 3,234,059 234,641 19,275 100,079 679 Total deductlblo ¢09ts 3.655.698 3.656.377 3,588,054 Charltabl• actlvttles EducatK>n and grant maklng 21.289.782 138,117 21.427.899 20,619.288 Total ?wndl￿10 21945.480 138,796 25.084.276 24,207.342 Nel Incomlngl(outgolng) funds Irom operatlons bgforo transfern and Investrnont galns {261.608) 472.786 211.158 11,142,310) Gains on investments 462.374 14,727 477.101 25,270 Transfers belween funds 19.651 119,651) N•t movemont In funds 220.417 487,493 119.651) 688.259 {1,117,0401 Fund balarKe$ al I Septenknr 2020 16.532.963 271,853 550.238 17.355.054 18,472,094 Fund balanco$ at 31 August 2021 17 16.753,380 759.346 530.587 18.043.313 17,355,054 The noles on page$ 25 to 50 forni part of th8se financial ststeffents. ' THE DEAN CLOSE FOUNDATION FOUNDATION AND CONSOLIDATED BALANCE SHEETS AS AT 31 AUGUST 2021 REGISTERED NUMBER: 04193948 Group 2021 Group 2020 Foundatlon 2021 Foundation 2020 Notes Flxed assels Intangible NegatNe goodwill Tangible Investments 665.329 176.670 31.969.783 3.381.739 776.217 {76.670) 31,755,723 5.123.016 10 11 28.061.579 2.862.746 27.945.498 4.714,911 35.940.181 31.700.542 36.802,069 32.660,409 Current assets Stocks Debtors Cash al ts￿k and in har*J 120.031 1.606.685 74.293 135,429 1.635.878 187.060 12,814 1.448.419 45.088 9.350 1.534.609 102.155 12 1.801.009 1.958.367 1,506.321 1.646.114 Current Ilabllltlos Creditors payable wthin one year 13 9 634 753 Net current liabilities (7.833.744) {6.060,760) 18,703.581) (7.028.575) Total assets less current liabilitses 28,106.437 25,639,782 28.098.488 25,631,834 Long Ilabllltlos Creditcfs payable after on8 year 14 110,063.124) (8,284.728) (10.063.124) (8,284,728) Net ass•ts 18.043.313 17.355.054 18,035,364 17.347.106 FlnanGod by: Endimied funds Reslricted funds Unrestricted funds 17a 17b 17c 530.587 759,346 16,753.380 550.238 271.853 16.532.963 530,587 759.346 16.745.431 550,238 271,853 16,525,015 Total funds 17 1Q043.313 17.355.054 18,035,364 17.347.106 The r)et result the finanoal year dealt wilh in the fInar￿la1 statements of the parent charity was a surplus of £688.25912020.. defi¢it £1.114,0861. The finarKHI statements WPAe approved and authorised for issue by the Board of The Dean Close FOU￿latiOn on 4 December 2021 aThJ sunpA on its behalf ty. Kathryn Carden Chalmian Matlhew Trwurer The notes on pages 25 10 50 form part of these finanual statemenis. THE DEAN CLOSE FOUNDATION CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2021 Group 2021 Group 2020 Notes ReGonGlllatlon of net Incomlngl(outgolng) re80urc•s to not ¢a$h Inllow from 0￿ratIng actlvltles Nel in¢omI￿(0UIgo1n9I funds from opwati( 211.158 11,142,310) Ellmlnatlon of non.oporatlng castrflows: Investment income Finance costs Depreciation char98 Lossl{profill on disposal of assets Amortisation of goc%Jwill on acquisilM)n AM￿lIsatiOn of negativ8 ￿￿￿¥111 on acquisilk Negative goodwill gain on acqui$rti Decreas81{incr8ase) in stock Decrease in debtors Increase in creditors (excludY￿ fees li advarte and deposits arKI composition fees) Increaselldecrease) in fee5 in advarte. deposits and composrtion fees (118.1941 284.242 1.221.737 3.160 110.88B (2.643) 79.313 15,398 29.193 1.081.941 {122,524) 234.641 1.217.966 1900) 110.888 10 {15.360) 279,260 833.716 882,038 (1.163.661) Net cash infkAv from operath)ns 3,798,231 231.716 Cash flows used in invo$1ing actMtI•s Purchase of tangl￿¢ fixed assets Proceeds from sale of tangible fixed assets (Additions toy withdrawals from investment FxNttolK> Investment income arthJ bank intttest received 10 (5.144.672 11.571 {41.892) 118,194 (617,784) 900 137,841) 122,524 Nel cash used in investing activities 15,056,799) 1532.201) Cash Ilows provid•d by Ilnandng actlvftles Finar￿e costs paid New bank loan New other ban Repayment of secured loans (284,242) 1234,641) 705.000 1,821.376 1444,44S) Net cash provided by financirKJ actNit￿S 1.537.134 25.914 Change in cash cash equNalents in the year 278,566 (274.5711 Cash and cash equNalenls at the begiMiThJ of the year (224,074 50.497 Cash and cash equivalents at the end of the year 54,492 {224,074) Ark•ty4$ of cash and cash equlvalents Cash at bank 74.293 119.801) 187,080 (411,1341 Bank overdrafts 13 54.492 (224,074> ?a THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2021 STATEMENT OF ACCOUNTING POLICIES (a) Charity informatlon The Dean Ck)se FoundatK)n is a charltable Compary limited by guarantee incorporated in England (tharity number 1086829 and company number 04193948) and 15 a PublK Benefit Entity operating from its registered off￿e Shelbum& Road. Ch8lt&nham. GL516HE. (b) Basls of a¢counllng The financial statements have been wepared in accordance ￿th the Financial R8POrting Standard applicable in the UK and Republ￿ of IrelaThJ {FRS 102). The Companies Act 2006 and the Slalemenl of Recommended Pr￿lIce applicable to charilies preparing their accounts in 8ccordan¢e with the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 102}-12fKI edition effective 1 January 2019). The fina￿la1 statements have been prepared on the historical cost basis of accounting, as n￿1￿8￿ by the revaluation of investments, and in accordance with the Financial Reporting Standard appluble in the UK arKI Republ￿ of Ireland (FRS 1021, the Ci)rnpanies Act 2006, the Charities SORP IFRS 1021 and the accountiry Folicies set out below. The fUncti￿al currency of the FoJndatKJn is Consid￿ to be GBP because that ts the curren¢y of the primary economic envyonment in whth the FoundatKJn operates. The Charity has taken advantage of the exemption available to a qualrtying entity in FRS 102 from the requirement Io F￿esent a chanty-only Cash Fl(yH StateTh￿t within the consolidated financial statements. No separate Statement of Financial ActNilies has been presented ftx the Foundation alone. as pemiitled by Section 408 of the Companies kt 2CMJ6. The net Tesulls of the parent Charity a disclosed on p4e 22. Golng Concem As part of the Trustee's resrmjnsibilities of the approwialeness of adopting the going concem basis in preparing the financLal statements, a range of scenarios have been considered. The assumptions modelled are based on the estimated potential impact of COV1[￿19 restrictions and regulations. along ￿th cNJr proposed respOr￿eS over the course of the next 18 months. The most severe risk identified is a dNintum in pupil numbers and the impact that this would have on the Foundation's cash ftow. In thi% event. the Trustees measured response would be to pla¢e a rrKffalorium on all but essential capital exrendilure, lo make further cost savirNJs where approwiate lo do so and il necessary to IiquKJale investments held as detaI￿d in note 11 in order to enable the Foundation lo operate within its current or increased bOrr(￿r￿J facilibes. On the basis of this review. these financial ststements have been wepared on a Going Concern basis, which the Trustees conshjer to be appropriate based on th8 results for the year ending 31 August 2021 and cash flow proJ&tior* wepared the p8ricMJ 31 August 2022 and beyond. The cash fknv projections iThJicale thal the Group will b8 able to meet ils li8bilrties a$ they fall due and will be able to operate within the facilities currenlty available. The Trustees ¢￿$￿jer that there are no material uncertainlies over the FOUndat￿'S finatKial viability- THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2021 CONTINUED) STATEMENT OF ACCOUNTING POUCIES (contlnued) Judgments In applylng Accountlng Poll¢lo• and Koy Sourc•s of Estlmatlon Unc•rt•lnty Estimates afvj judgments are continualty evaluated and are based on historical experierte and other fact(Ks, includiThJ expectations of fvture events that are believed to be reasonable under the cycufftslances. The items in the finarKial statements where estimates and judgments have been made Ir￿lude the f¢Jk)wing'. {1) Us•ful •¢onomic livo8 of tangSbl• and Inlanglble ass•ts The annual depreCIat￿n and anbJrtisatI￿ charge f(w the taryibl8 aTrJ intar*Jitle assets are ser￿lt￿e to changes in th8 estimated usefvl ec￿￿)ft￿c INes and res￿￿al values of the a5$ets. The useful ecry￿rni¢ lives and residual values are r&assessed annually. They are arrtnded when necessary to refi8¢t cu￿ent estimates. based on technc4cguS advancement. fubjre investments. economic ulilisalion and the physul conditK)n of the assets. See rKiles 8, 9 and 10 for the carrying amount of the assets and rK)tes 1(hl. li) and ts'} the usefvl lives for eath dass of assets. (11) ImpalmMnt of Inv•stme Vlhen assessing impaim)ent of the investments, managernent cortsKlers factors i￿luding the financial results. future ou11c￿k. net assets and market value of each inesknent. See note 11 for the net ¢arwng amount of investments. (111) Impalnn•nt of debtor4 The gr(MJp makes an estimate of the recoverable value of trade and fee debtors. When assessing impaimenl of trade and fee debt￿5. management consKlers factors induding the current Credit rating of the debtor. the ag￿n9 wofile of debt￿S aTrJ historul experie￿e. See r￿te 12 for the net cafryirwJ amunl of the debtcys. Basls of consolldation The Gor￿ldated $latement of fThrKial actr¥It1￿ aThJ balarte $heel indude the finar￿la1 statements of The Dean Close Foundal*)n and its three subsidiary Companies. Dean Close Services Limited, Dèan Ck)se Nursefies Limited aTrJ Nursery Child¢are Services {UKI Limited, Dean Close General Charitable Trust and certain SclN)larship FurKls made up to 31 August 2021. Dean Close Services Lirnited manages aThl lets property on behaw ol the Foundation operates the Schwl shops and the Bacon Theatre. Dean Close Nurseries Limited opwated five ¢hihJren's day nurseries during the year under review. The trade. assels and liabilities of Nursery Chibd¢are Services {UKI Limited were transferred directty to Dean Close Nurseries Lirnrted on 1 September 2017 and Nursery Childcare Services IUK) Limited has not traded since this dale. On 28 Aw'l 2020. an appI￿atiOn was made to dissolve Nursery Childcare Services (UK) Lirrrfled and the ¢ompany was duty dissofved on 6 Octot¢r 2020. ￿tra group sales and profits are eliminated fvlty on ¢onsolidatK>n. THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMEKfs FOR THE YEAR ENDED 31 AUGUST 2021 (CONTINUED) STATEMENT OF ACCOUNTING POUCIES (contlnued) Id) Incomlng resources Fees and &mMarin¢ome Fees receivable and charges ts services arKI use of premises are accounted for in the period in which the senI￿e is provided. SchTr)I fee income represents fees receivable. in¢ludiThJ additKJnal charges. less concessitins. AffL)unts recerved ur￿1￿ the SctKd'$ Advance Fee Sch8me contracts for educatton not ygt utilised lo setle school fees are rwded as deferred income a￿1 alk¢ated as current liabilities where the Juc8tK)n ￿11 be Fyovmled with 12 nK)nlhs from r8POrting date and as long-tem liabAilies wher8 the education will be provided in subsequent years. Non-chantabla trading Income from non 19,064,800) (7,699.800) (7,699.800) 128.6241 {1.792.752) 19.521.176) Total (7.923.874) 249.942 11,792,752) {9.466.6841 THE DEAN CLOSE FOUNDATION NOTES TO THE HNANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2021 cop¥riNUEO 23 Consolldated Statement of Finan¢lal Adlvltles- Comparative figur•$ by fund U￿9strIC￿d Restricted EThJowed funds funds funds 2020 2020 2020 Total 2020 Income from: Charltablo actlvltles School fees receNable knillary trading income Government grant ir￿orne Other tradlng actlvlt19S Non-ancillary trading YKome Investments Investment Ir￿Qme Bank arKI other interest Voluntary sources Grants donalwjns 18.131.815 256.362 1.155.464 18.131.815 256.362 1.155.464 3.293.245 3.293.245 11(¢) 55.304 31.876 90.648 31.876 3.(XlO 102.622 105.622 Total In¢omlng TO￿￿r¢•8 22.927,066 137.966 23.065.032 Expgndlturo on: Ralslng funds Non-ancillary trading Financing costs Investment management Fundraising and devek)pft￿t 3,234.059 234,641 18,680 11x1,079 3.234.059 234,641 19,275 100,079 595 Total dedu¢tlbh ¢osts 3.587.459 595 3.588,054 Charftsblo actlv1ti0$ Education and grant makiNJ 20.546,607 72.681 20.619.288 Total ?xponditur• 24.134,066 73.276 24,207,342 Not outgoing funds from operatlons b•foro trnnsf•r$ and Inv•stm•nt galns {1.2O7,IX￿jl 64.69) 11.142,310) Gains on investrnenls 24,49) 780 25.270 Transfers beiween fund$ {34.215) (19.651 > Net mov•ment In fvnds {1,128.644} 31.255 {19.651) (1.117,0401 Fund balances at 1 September 2019 17.661.607 240.598 569.889 18.472,094 Fund balanc•s at 31 August 2020 17 16.532.963 271.853 550.238 17,355,054